August 28, 2018
Company name:
Representative:

Inquiries:
Tel:

ES-CON Japan Ltd.
Takatoshi Ito, President &Representative Director(TSE 1st Section, code: 8892)
Minoru Nakanishi, Senior
Managing Director+81-6-6223-8055

Notice on Change in the Largest and Major Shareholder, Major Shareholders
and Other Affiliated Companies
ES-CON Japan Ltd. (ES-CON Japan) announces that a change in the largest and major shareholder, major
shareholders and other affiliated companies of ES-CON Japan is expected as an agreement concerning
the transfer of ordinary shares of ES-CON Japan (hereinafter the “Secondary Offering”) between Kouryu
Oh, the largest and major shareholder of ES-CON Japan, Tenma Seiryu Co., Ltd., a major shareholder ofES-CON Japan, and two other shareholders of ES-CON Japan as the sellers and Chubu Electric Power
Co., Inc. as the buyer is expected to be reached as described in “Notice on Business Partnership withChubu Electric Power Co., Inc. and Secondary Offering of Shares” separately announced today(hereinafter the “Press Release”).
1. Background of the Change
The business partnership between ES-CON Japan and Chubu Electric Power Co., Inc. was resolved at theboard of directors meeting held on August 28, 2018. In relation to the said business partnership, Chubu
Electric Power Co., Inc. concluded a share transfer agreement with Kouryu Oh, the largest and major
shareholder of ES-CON Japan, Tenma Seiryu Co., Ltd., a major shareholder of ES-CON Japan, and twoother shareholders of ES-CON Japan on August 28, 2018 and is expected to acquire 22,980,000 ordinary
shares of ES-CON Japan through a negotiation transaction outside the market. As a result of theacquisition, Chubu Electric Power Co., Inc. is scheduled to become the largest and major shareholder ofES-CON Japan and other affiliated company. In addition, Kouryu Oh will no longer be the largest and major
shareholder and Tenma Seiryu Co., Ltd. will no longer be a major shareholder of ES-CON Japan.
2.

Overview of Shareholders to be Changed(1) Overview of Shareholder Scheduled to Become the New Largest and Major Shareholder and Other
Affiliated Company(as of March 31, 2018)(1) Name(2) Address
Title and name of(3)representative(4) Line of business(5) Capital(6) Establishment(7) Consolidated net assets(8) Consolidated total assets

Chubu Electric Power Co., Inc.
1 Toshin-cho, Higashi-ku, Nagoya-shi, Aichi Prefecture
Satoru Katsuno, President & Representative Director
Electricity business and businesses incidental to it
430,777 million yen
May 1, 1951
1,791,942 million yen
5,530,188 million yen

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(9)

Major shareholders andholding ratio(as of March 31, 2018)(10)

Relationship withlisted companies

Japan Trustee Services Bank, Ltd.
12.50%The Master Trust Bank of Japan, Ltd. 7.02%
Meiji Yasuda Life Insurance Company
5.21%
Nippon Life Insurance Company
3.46%
Chubu Electric Employees Shareholders' Association 2.51%
MUFG Bank, Ltd. 2.02%
Sumitomo Mitsui Banking Corporation 1.97%
STATE STREET BANK WEST CLIENT-TREATY 505234 1.54%(Standing proxy: Settlement & Clearing Services Department ofMizuho Bank, Ltd.)
Mizuho Bank, Ltd. 1.40%
BNYMSANV AS AGENT/CLIENTS LUX UCITS NON TREATY 1 1.39%(Standing proxy: MUFG Bank, Ltd.)
Capital relationship
Not applicable
Personal relationship
Not applicable
Business relationship
Not applicable
Status of relationship
Not applicablewith related parties

With this share transfer, ES-CON Japan is scheduled to become an equity-method affiliate of Chubu
Electric Power.
(2) Overview of Shareholder that will no Longer be the Largest and Major Shareholder of ES-CON Japan
NameKouryu OhAddress
Chuo-ku, Osaka-shi(3) Overview of Shareholder that will no Longer be a Major Shareholder of ES-CON Japan
Name
Tenma Seiryu Co., Ltd.
Address of head office
6F 3-11-18 Minami-Senba, Chuo-ku, Osaka-shi
Title and name ofKouryu Oh, President
representative
Line of business
Management of amusement centers
Capital50 million yen
3. Number of Voting Rights Held by the Said Shareholders and Holding Ratio of Voting Rights
Before and After the Change(1) Chubu Electric Power Co., Inc.
Number of voting
rights(Number ofshares held)
Beforetransfer－(as of(－ shares)
August28, 2018)
After229,800transfer(22,980,000shares)

Ratio to thenumber of voting
rights of allshareholders

Ranking ofmajor
shareholders－%－－

33.29%

1st

Largest and major
shareholder and otheraffiliated company-2-

Attribute(2) Kouryu Oh
Number of voting
rights(Number ofshares held)

Ratio to thenumber of voting
rights of allshareholders

Ranking of major
shareholdersAttribute

106,000(10,600,000shares)

15.35%

1stLargest and major
shareholder

21,000(2,100,000shares)

3.04%

6th―

Beforetransfer(as ofAugust28, 2018)
Aftertransfer(3) Tenma Seiryu Co., Ltd.
Number of votingrights(Number ofshares held)
Beforetransfer
90,000(as of(9,000,000Augustshares)
28, 2018)
After
36,100transfer(3,610,000shares)(*)

Ratio to thenumber of voting
rights of allshareholders

Ranking ofmajor
shareholders

Attribute

13.04%

2ndMajor shareholder

5.23%

3rd―

1. The ratio to the number of voting rights of all shareholders before and after the transfer is calculated basedon the number of voting rights of all shareholders as of June 30, 2018 which is 690,142.
2. The ratio to the number of voting rights of all shareholders is rounded down to the second decimal place.
3. The ranking of major shareholders is estimated by ES-CON Japan based on the shareholder registry as ofJune 30, 2018.

4. Scheduled Date of Change
September 7, 2018 (schedule)
5. Future Outlook
The Change will have no impact on the financial results. For the impact of the Business Partnership on thefinancial results of ES-CON Japan, please refer to “7. Future Outlook” in “I. Overview of BusinessPartnership” in the press release “Notice on Business Partnership with Chubu Electric Power Co., Inc. andSecondary Offering of Shares” announced separately today.

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